8-KOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Corporate Update (May 24, 2007)

Filed May 24, 2007For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) announced the closing of a public offering on May 24, 2007, for $700 million in 7.034% Fixed/Floating Rate Junior Subordinated Notes due 2068. These notes, issued by its subsidiary Enterprise Products Operating L.P., are guaranteed on a junior subordinated, unsecured basis by the parent partnership. The terms of these notes include the ability for the Operating Partnership to defer interest payments for up to ten consecutive years under certain conditions. During any such deferral period, restrictions will be placed on distributions to equity holders and payments on other junior or equally-ranked debt. The partnership has also entered into a Replacement Capital Covenant aimed at protecting holders of senior debt.

Key Highlights

  • 1EPD closed a $700 million public offering of Junior Subordinated Notes due 2068.
  • 2The notes are issued by subsidiary Enterprise Products Operating L.P. and guaranteed by EPD.
  • 3The notes carry a coupon rate of 7.034% Fixed/Floating Rate.
  • 4The Operating Partnership has the option to defer interest payments for up to 10 years.
  • 5Interest deferral triggers restrictions on equity distributions and junior/pari passu debt payments.
  • 6A Replacement Capital Covenant was entered into to protect senior debt holders.
  • 7The offering was made under an existing registration statement on Form S-3.

Frequently Asked Questions

This 8-K filing reports on the closing of a $700 million public offering of Junior Subordinated Notes by Enterprise Products Operating L.P., guaranteed by Enterprise Products Partners L.P.

The notes are 7.034% Fixed/Floating Rate Junior Subordinated Notes due 2068. A significant feature is the ability for the issuer to defer interest payments for up to 10 consecutive years under specified conditions.

If interest payments are deferred, the Operating Partnership and the Partnership will be restricted from making distributions on their equity securities and from making payments on other debt that ranks equally with or junior to the notes. Their majority-owned subsidiaries will also face similar payment restrictions.

The Replacement Capital Covenant is designed to protect holders of a designated series of senior long-term indebtedness. It restricts the redemption or repurchase of the new notes before January 15, 2038, unless certain conditions related to the proceeds from issuing new qualifying securities are met.